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Monsanto India Ltd. (MONSANTO) - Director Report

Company director report

Your Directors have pleasure in presenting their 67th Annual Report on thebusiness and operations of the Company and the financial results for the Financial Yearended March 31 2017.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the year ended March 31 2017 issummarized below:

(Rs. in crores)

Year ended March 31 2017

Year ended March 31 2016

Net Sales

640.71

541.57

Profit Before Taxes

158.66

109.16

Taxation

11.13

7.91

Balance of Profit

147.53

101.25

Add: Balance brought forward from previous year

128.54

89.62

Amount Available for Appropriation

276.07

190.87

Appropriated As Under:

a. Interim Dividend

25.89

51.79

b. Tax on Interim Dividend

5.27

10.54

c. Proposed Final Dividend

-

-

d. Tax on proposed Final Dividend

-

-

e. Transfer to General Reserve

-

-

Balance in Statement of Profit S Loss

244.91

128.54

FINANCIAL & OPERATIONAL HIGHLIGHTS

During the financial year (F.Y.) 2016-17 your Company posted a Profit After Tax (PAT)of Rs.147.53 crore as compared to previous year PAT of Rs.101.25 crore (increased by45.71%). Pre-tax profits is higher by 45.35% at Rs.158.66 crore (previous F.Y. Rs.109.16crore).

Due to good wide spread monsoon in Kharif 2016 resulted in the Net Turnover for theyear under review increased to Rs.640.71 crore compared to Rs.541.57 crore for theprevious F.Y. (increase by 18.31%).

Your Company's seeds' (DEKALB) sale is higher at Rs.438.64 crore in the F.Y. 2016-17vis-a-vis Rs.354.96 crore in the F.Y. 2015-16 indicating a growth of 23.57%. A strongkharif 2016 and spring performance coupled with successful portfolio transition led tothis growth.

Net Sales of Roundup during the year stands at Rs.197.18 crore compared to theprevious year net sales of Rs.181.45 crore (higher by 8.67%). The increase was led byvolume growth while realisation continued to be under competitive pressures arising outof lower prices for most parts of the year.

In the year under review the operating expense for the year is Rs.204.25 crore whichis a increase of 8.41% over previous year.

DIVIDEND

During the financial year 2016-17 your Company had declared an interim dividend ofRs.15/- (Rupees fifteen only) per equity share. In addition your Directors are pleased torecommend a payment of Rs.15/- (Rupees Fifteen only) per equity share as the finaldividend for the financial year ended March 31 2017. If approved by the members at theAnnual General Meeting to be held on August 10 2017 the total dividend (interim andfinal dividend) for the financial year 2016-17 would be Rs.30/- (Rupees Thirty only) perequity share.

In terms of Regulation 43A of SEBI Listing Regulations (LODR) your Company hasformulated the Dividend Distribution Policy of the Company which is annexed as (Annexure1) and forms a part of this Report. The policy is in accordance with the parametersprescribed under the Listing Regulations and is also available on the website of theCompany at www.monsantoindia.com.

The Board of Directors appointed Mr. Saurabh Vaidya as the Chief Financial Officer andKey Managerial Personnel of the Company with effect from August 4 2016 on therecommendation made by Audit Committee and Nomination and Remuneration Committee.

Ms. Chandana Dhar tendered resignation as the Company Secretary and Key ManagerialPersonnel of the Company effective December 23 2016. Your Directors place on recordtheir sincere appreciation of the valuable contribution made by her during her tenure asCompany Secretary of the Company.

Your Board appointed Ms. Monika Gupta as the Company Secretary and Key ManagerialPersonnel of the Company w.e.f. January 30 2017 on the recommendation made by Nominationand Remuneration Committee.

In accordance with provisions of the Companies Act 2013 ("the Act") and theArticles of Association of the Company Mr. Piyush Nagar retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.

A brief profile of Mr. Piyush Nagar (DIN: 02272383) and the details of directorshipheld by him forms a part of the Notice convening the 67th Annual GeneralMeeting contained in this Annual Report.

The Independent Directors of your Company have confirmed that they meet the criteria ofindependence as prescribed under Section 149 of the Act and Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

There is no change in the composition of the Board of Directors during the year underreview

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Every Independent Director of the Company is provided with ongoing information aboutthe industry and the Company so as to familiarise them with the latest developments. TheIndependent Directors also visit the facilities at various locations of the Company wherethey can visit and familiarise themselves with the operations of the Company.

The details of familiarisation programs provided to the Directors of the Company areavailable on the website www. monsantoindia. com.

FORMAL ANNUAL EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out the annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committee. A structuredevaluation report was prepared after taking into consideration inputs received from thedirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board dynamics execution and performance ofspecific duties obligations and governance. A separate exercise was carried out toevaluate the performance of individual directors including the Chairman of the Board whoare evaluated on parameters such as level of engagement and contribution independence ofjudgement safeguarding the interest of the Company and its minority shareholders etc.The criteria applied in the Board evaluation process is explained in the CorporateGovernance Report.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the non-independent directors wascarried out by the independent directors who also reviewed the adequacy and flow ofinformation to the Board. The directors expressed their satisfaction with the evaluationprocess.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. The Board/Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings.

However in case of a special and urgent business need the Board's approval is takenby passing resolutions through circulation as permitted by law which are confirmed atthe subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. The Agendaof the Board/Committee meetings is circulated at least a week prior to the date of themeeting. The Agenda for the Board and Committee meetings includes detailed notes on theitems to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review six Board meetings and five Audit Committee meetings wereconvened and held. Details of each such meetings are given in the Corporate GovernanceReport. The intervening gap between the meetings was as prescribed under the CompaniesAct 2013.

COMMITTEES OF THE BOARD

Currently there are five (5) Committees of the Board namely

 Audit Committee

 Nomination and Remuneration Committee

 Stakeholders' Relationship Committee

 Corporate Social Responsibility Committee

 Share Transfer Committee

The Board decides the terms of reference for these Committees. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has an internal control system commensurate with the size scale andcomplexity of its operations. The Internal Auditors are an integral part of the internalcontrol mechanism of the Company. To maintain its objective and independence the InternalAuditors report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol systems in the Company its compliance with the operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal auditors process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial statements and disclosure.

STATUTORY AUDITORS AND AUDITOR'S REPORT

M/s. Deloitte Haskins & Sells LLP Chartered Accountants (FRN: 117366W/W-100018)were appointed Statutory Auditors of your Company for a term of three years from theconclusion of the 64th Annual General Meeting held on August 22 2014 till theconclusion of the 67th Annual General Meeting subject to ratification bymembers at every subsequent Annual General Meeting.

M/s. Deloitte Haskins & Sells LLP Chartered Accountants retire as StatutoryAuditors of the Company from the conclusion of the ensuing Annual General Meeting. TheAudit Report given by the Auditors on the financial statements of your Company is part ofthe Annual Report. The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation or adverse remark.

In terms of the provisions of Section 139 of the Companies Act 2013 and the Rulesmade thereunder it is mandatory to rotate the statutory auditors on completion of themaximum terms as permitted under the said section. Accordingly M/s. Deloitte Haskins& Sells LLP Chartered Accountants retire as Statutory Auditors of the Company fromthe conclusion of the ensuing Annual General Meeting as they have been the Auditors ofyour Company since 2001 and have completed a term of 16 years (including three years oftransitional period allowed under Section 139 read with the Companies (Audit and Auditors)Rules 2014).

The Audit Committee and the Board at their respective meetings held on May 05 2017have recommended the appointment of M/s. MZSK & Associates Chartered Accountants(Firm Registration No :105047W) as Statutory Auditors of the Company. M/s. MZSK &Associates will hold office for a period of five consecutive years from the conclusion of67th Annual General Meeting of the Company till the conclusion of 72nd AnnualGeneral Meeting to be held in the year 2022 subject to the approval of shareholders ofthe Company at the ensuing Annual General Meeting and subsequent ratification at eachAnnual General Meeting upto the 72nd Annual General Meeting. Appropriateresolution for the same has been included in the Notice convening the 67th AGMof the Company.

COST AUDITORS

Pursuant to the direction from the Ministry of Corporate Affairs for appointment ofCost Auditors your Board had reappointed M/s ABK & Associates as the Cost Auditor ofyour Company for the financial year 2016-17 to conduct the audit of the cost records ofthe Company.

Pursuant to the provisions of Section 148 of the Companies Act 2013 and the Rules madethereunder and as per the recommendation of the Audit Committee the Board of Directors ofthe Company at its meeting held on May 05 2017 had reappointed M/s ABK & Associates(Registration no. 000036) as the Cost Auditors of your Company for the financial year201718 to conduct the audit of the cost records of the Company. A resolution forratification of the remuneration of the said Cost Auditors is included in the Noticeconvening the 67th AGM of the Company for seeking approval of members. Thereport with respect to the audit of cost accounts maintained in respect of insecticidesmanufactured by the Company will be submitted to the Central Government within the periodstipulated under the Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors had appointedM/s. Vinod Kothari & Co. Practising Company Secretaries to undertake the SecretarialAudit of the Company for the year under review.

The Secretarial Audit Report for the FY 2016-17 is annexed as (Annexure 2) andforms a part of the Board's Report to the Members. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

The Board has appointed M/s. Vinod Kothari & Co. Practising Company Secretariesto undertake the Secretarial Audit of the Company for the financial year 2017-18.

EXTRACT OF THE ANNUAL RETURN

In accordance with requirements under Section 134(3)(a) of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 the detailsforming part of the extract of the Annual Return in form MGT 9 is annexed as (Annexure3).

The Policy for the same is available on: http://www. monsanto.com/elobal/in/whoweare/Daees/policies. aspx.

DETAILS OF ESTABLISHMENT OF VIGIL/WHISTLE BLOWER MECHANISM FOR DIRECTOR AND EMPLOYEES

Your Company maintains a Code of Business Conduct and Anti-Corruption Program.Additionally a vigil/whistle blower mechanism ('Monsanto Speak-Up Protocol for India')has also been developed pursuant to requirements of Section 177(9) and (10) of the Act andRegulation 22 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchanges in India. TheCompany's 'Monsanto Speak-Up Protocol for India' aims at:

a) i nforming employees of their obligation to report serious wrongdoing within theCompany;

b) providing employees with guidance on how to raise concerns;

c) reassuring employees that they should be able to raise genuine concerns in goodfaith without fear of retaliation; and

d) providing specific direction on how to contact the Chairperson of the AuditCommittee of Board of Directors.

The Company has made available to its employees anonymous email facility and telephonehotlines for reporting of any deviations/concerns.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Board of Directors has adopted aCharter which deals with the manner of selection of Board of Directors and ManagingDirector and their remuneration. This Policy is in compliance with Section 178 of theCompanies Act 2013 and Regulation 19 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration policy is annexed as (Annexure 5) stated in theCorporate Governance Report and is available on http://www.monsanto.com/elobal/in/whoweare/pages/policies. aspx

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY

The particulars of every contract/arrangement entered into by the Company with therelated parties referred to in Sub section 1 of Section 188 of the Companies Act 2013including certain arms length transaction under third proviso thereto has been disclosedin Form AOC-2 as (Annexure 6).

The Policy on related party transactions as approved by the Board is uploaded on theCompany's website and is available on httD://www.monsanto.com/global/in/whoweare/Dages/policies.aspx.

CORPORATE GOVERNANCE CERTIFICATE

A detailed report on the corporate governance system and practices of the Companyforming part of this report is given as a separate section of the Annual Report.

The Compliance Certificate from the Statutory Auditors regarding of compliance ofconditions of corporate governance as stipulated under regulation 34 SEBI ListingRegulations 2015 is annexed to the report as (Annexure 7).

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134(3)(c) of the Companies Act 2013 ("the Act")your Directors on the basis of information made available to them confirm the followingfor the year under review:

a) i n the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; and

d) they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating efficiently.

f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations the BusinessResponsibility Report on Company's as required by Regulation 34(2) of the ListingRegulations initiatives on environmental social and governance aspects forming part ofthis report is given as a separate section of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis on the business and operations of the Company asrequired by Regulation 34(2) of the Listing Regulations forming part of this report isgiven as a separate section of the Annual Report.

PERSONNEL

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in (Annexure8) to this Report.

Details of employee remuneration as required under provisions of Section 197(12) of theAct read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 form part of this Report. In terms of the first provisoto Section 136(1) of the Act the reports and accounts are being sent to the shareholdersexcluding the aforesaid remuneration.

Any shareholder interested in inspection of the documents pertaining to the aboveinformation or desiring a copy thereof may write to the Company Secretary.

Total number of permanent employees employed with your Company as on March 31 2017 is268 as compared to 290 as on March 31 2016.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The information required to be furnished pursuant to Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is enclosed as (Annexure9) and forms part of this report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of earnings and expenditure in foreign currency are given in Note 29 and 30in the Notes to the Accounts forming part of the Financial Statements.

POLICY AGAINST SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and hasconstituted an Internal Complaints' Committee for prevention prohibition and redressal ofsexual harassment at workplace in line with the provisions of Section 4(1) of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules thereunder.

No cases of Sexual Harassment were received during the year under review.

AWARDS

Your Company has been recognised for being one of the 100 Best Companies for Women inIndia by Working Mother & Avtar. The "2016 Working Mother & Avtar BestCompanies for Women in India" (BCWI) Project is India's largest self-trackingself-reporting and self-evaluating opportunity for companies to benchmark themselves withregard to policies and practices for womens' career advancement.

Your Company not only features in the list of top 10 "Great Places to Work"but also focuses extensively on "Diversity" as a core ingredient of day-to-daylives.

Your Company's India Supply Chain manufacturing site at Shamirpet won the BritishSafety Council-2017 International Safety Award in Merit Category in March 2017. Thisprestigious award signifies that the site excels in identifying the most significanthealth and safety hazards. It implements robust control measures for the most significanthazards and evaluate them for effectiveness. The site depicts a strong leadershipcommitment to implement a robust ESH management system based on a Plan-Do-Check-Act (PDCA)cycle to ensure continual improvement. The site has strong management of change processand all relevant stakeholders are involved with the risk assessment process. Seniormanagement at the site positively influences internal and external stakeholders includingcontractors and communities.

Silvassa site of your Company won Third prize in the Manufacturing Category in the 12thedition of CII's Western Region Safety Health and Environment (SHE) Excellence Award2016. The site won after multiple rounds of short-listing including a detailed writtenapplication presentation and actual site visit by three subject matter experts appointedby CII.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

4. The Managing Director of the Company does not receive any remuneration or commissionfrom its Holding Company.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. Particulars of Loans given Investments made Guarantees given and Securitiesprovided

7. Changes in nature of business.

8. Material changes and commitments affecting the financial position of the Companybetween end of the financial year and the date of this report.

9. Reporting of fraud by auditors in terms of Section 143(12) of the Act.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance andco-operation received from its shareholders Government authorities vendors channelpartners and other business associates. Your Directors appreciate the continued supportfrom Monsanto Company USA and would also wish to place on record their deep sense ofappreciation for the committed services by the employees of the Company. Without thissupport the Company would not be able to successfully serve its farmer customers whosesuccess eventually determines the Company's success.

Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of Companies (Accounts)

Rules 2014.

A. CONSERVATION OF ENERGY:

(a) Steps taken or impact on conservation of energy

We have initiated and implemented replacement of old traditional lights by new LED lights as a step to reduce electric energy consumption at Silvassa & Hyderabad (PFN).

Automatic changeover from DG to GEB supply once the supply is restored for effective utilization of fuel consumption

We have also installed PIR motion sensors at plant areas used by multi users like common toilets offices operator rooms etc. This helps auto on/off of electrical supplies in these areas thus helps us avoid wastage of electricity.

(b) Steps taken by the Company for utilizing alternate sources of energy

We have installed solar street lights & LED lights for our lighting requirements in the site.

(b) the year of import : Germplasm import is a continuous process Centrifuse in 2015;COMBINE Single ear sheller Direct print in 2014; breeding tools and mobile applicationsin 2015 reflecting in improved data generation and quality.

(c) whether the technology been fully absorbed : Yes

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof : Not Applicable

Expenditure on R&D

Rs. (in crore)

a) Capital (including CWIP)

5.31

b) Recurring

26.99

TOTAL

32.30

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows-The details of earnings andexpenditure in foreign currency are given in Notes 29 30 and 31 in the Notes to theAccounts.